AGENCY AGREEMENT
THIS AGREEMENT made the 1st day of April, 1989, by and between PACIFIC
INVESTMENT MANAGEMENT INSTITUTIONAL TRUST, a Massachusetts business trust having
its principal place of business at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, P.O. Box
9000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("Fund"), and INVESTORS FIDUCIARY TRUST
COMPANY, a state chartered trust company organized and existing under the laws
of the State of Missouri, having its principal place of business at 000 Xxxx
00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("IFTC"):
WITNESSETH:
`WHEREAS, Fund desires to appoint IFTC as Transfer Agent and Dividend
Disbursing Agent, and IFTC desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment. In connection with the
appointment of IFTC as Transfer Agent and Dividend Disbursing Agent
for Fund, there will be filed with IFTC the following documents:
A. A certified copy of the resolutions of the Board of
Trustees of Fund appointing IFTC as Transfer Agent and
Dividend Disbursing Agent, approving the form of this
Agreement, and designating certain persons to sign
certificates of shares of beneficial interest, if any,
and give written instructions and requests on behalf of
Fund;
B. A certified copy of the Declaration of Trust of Fund
and all amendments thereto;
C. A certified copy of the Bylaws of Fund;
D. Copies of Registration Statements, and amendments
thereto, filed with the Securities and Exchange
Commission.
E. Specimens of all forms of outstanding certificates of
shares of beneficial interest, in the forms approved by
the Board of Trustees of Fund, with a certificate of
the Secretary of Fund, as to such approval;
F. Specimens of the signatures of the officers of the Fund
authorized to sign certificates of shares of beneficial
interest and individuals authorized to sign written
instructions and requests;
G. An opinion of counsel for Fund with respect to:
(1) Fund's organization and existence under the laws
of its state of organization,
(2) The status of all shares of beneficial interest
of Fund covered by the appointment under the
Securities Act of 1933, as amended, and any
other applicable federal or state statute and
(3) The fact that all issued shares are, and all
unissued shares will be, when issued, validly
issued, fully paid and non-assessable.
2. Certain Representations and Warranties of IFTC, IFTC
represents and warrants to Fund that:
A. It is a trust company duly organized and existing and
in good standing under the laws of Missouri.
B. It is duly qualified to carry on its business in the
State of Missouri.
C. It is empowered under applicable laws and by its
Articles of Incorporation and bylaws to enter into and
perform the services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent
required under the Securities Act of 1934.
E. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
3. Certain Representations and Warranties of Fund. Fund
represents and warrants to IFTC that:
A. It is a business trust duly organized and existing and
in good standing under the laws of the Commonwealth of
Massachusetts.
B. It is an open-end management investment company
registered under the Investment Company Act of 1940, as
amended, which consists of eight separate portfolios:
Total Return Portfolio, Long Duration Portfolio, Low
Duration Portfolio, Mortgage Plus Portfolio,
International Portfolio, Short-Term Portfolio, Market
Mirror Stock Portfolio, and Growth Stock Portfolio (the
"Portfolios").
C. A registration statement under the Securities Act of
1933 has been filed and will be effective with respect
to all shares of Fund being offered for sale.
D. All requisite steps have been or will be taken to
register Fund's shares for sale in all applicable
states.
E. Fund is empowered under applicable laws and by its
Declaration-of Trust and bylaws to enter into and
perform this Agreement.
4. Scope of Appointment.
A. Subject: to the conditions set forth in this Agreement,
Fund hereby employs and appoints IFTC as Transfer Agent
and Dividend Disbursing Agent effective the lst day of
April, 1989.
B. IFTC hereby accepts such employment and appointment and
agrees that it will act as Fund's Transfer Agent and
Dividend Disbursing Agent. IFTC agrees that it will
also act as agent in connection with Fund's exchange
privilege, special open-accounts or similar plans for
shareholders, if any.
C. IFTC agrees to provide the necessary facilities,
equipment and personnel to perform its duties and
obligations hereunder in accordance with industry
practice.
D. Fund agrees to use its best efforts to deliver to IFTC
in Kansas City, Missouri, as soon as they are
available, all of its shareholder account records.
E. Subject to the provisions of Sections 19. and 20.
hereof, IFTC agrees that it will perform all of the
usual and ordinary services of Transfer Agent and
Dividend Disbursing Agent and as Agent for the various
shareholder accounts, including, without limitation,
the following: issuing, transferring and canceling
certificates of shares of beneficial interest, if any,
maintaining all shareholder accounts, preparing
shareholder meeting lists, mailing proxies, receiving
and tabulating proxies, mailing shareholder reports and
prospectuses, withholding taxes on non-resident alien
and foreign corporation accounts, for pension and
deferred income, backup withholding or other instances
agreed upon by the parties, preparing and mailing
checks for disbursement of income dividends and capital
gains distributions, preparing and filing U.S. Treasury
Department Form 1099 for all shareholders, preparing
and mailing confirmation forms to shareholders and
dealers with respect to all purchases and redemptions
of Fund shares and other transactions in shareholder
accounts for which confirmations are required,
recording reinvestments of dividends and distributions
in Fund shares, and cooperating with broker-dealers and
financial intermediaries who represent shareholders of
the Fund.
5. Limit of Authority
Unless otherwise expressly limited by the resolution of
appointment or by subsequent action by the Fund, the
appointment of IFTC as Transfer Agent will be construed
to cover the full amount of the shares of beneficial
interest for which IFTC is appointed as the same will,
from time to time, be constituted, and any subsequent
increases in such authorized amount.
In case of such increase Fund will file with IFTC:
A. If the appointment of IFTC was theretofore expressly
limited, a certified copy of a resolution of the Board
of Trustees of Fund increasing the authority of IFTC;
B. A certified copy of the amendment to the Declaration of
Trust of Fund authorizing the issuance of additional
shares of beneficial interest;
C. A certified copy of the order or consent of each
governmental or regulatory authority required by law to
consent to the issuance of additional shares of
beneficial. interest, and an opinion of counsel that
the order or consent of no other governmental or
regulatory authority is required;
D. Opinion of counsel for Fund stating:
(1) The status of the additional shares of
beneficial interest of Fund under the
Securities Act of 1933, as amended, and any
other applicable federal or state statute;
and
(2) That the additional shares are, or when
issued will be, validly issued, fully paid
and non-assessable.
6. Compensation and Expenses
A. In consideration for its services hereunder as Transfer
Agent and Dividend Disbursing Agent, Fund will pay to
IFTC from time to time a reasonable compensation for
all services rendered as Agent, and also, all its
reasonable out-of-pocket expenses, charges, counsel
fees, and other disbursements incurred in connection
with the agency. Such compensation is set forth in a
separate schedule to be agreed to by Fund and IFTC, a
copy of which is attached hereto as Exhibit A and
incorporated herein by reference.
B. Fund agrees to promptly reimburse IFTC, upon receipt of
a statement itemized to the extent itemization is
available to IFTC, for all reasonable out-of-pocket
expenses or advances incurred by IFTC in connection
with the performance of services under this Agreement,
for postage (and first class mail insurance in
connection with mailing share certificates), envelopes,
check forms, continuous forms, forms for reports and
statements, stationery, and other similar items,
telephone and telegraph charges incurred in answering
inquiries from dealers or shareholders, microfilm used
each year to record the previous year's transactions in
shareholder accounts and computer tapes used for
permanent storage of records and cost of insertion of
materials in mailing envelopes by outside firms.
7. Efficient 0peration of IFTC System.
A. In connection with the performance of its services
under this Agreement, IFRC is responsible for such
items as:
(1) The accuracy of entries in IFTC's
records reflecting orders and
instructions received by IFTC from
dealers, shareholders, Fund or its
principal underwriter;
(2) The timely posting of purchase and
redemption orders except when a delay in
posting is caused by factors beyond
IFTC's control;
(3) The availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other
shareholder account information to be
produced from its records or data;
(4) The accurate and timely issuance of
dividend and distribution checks in
accordance with instructions received
from Fund;
(5) The accuracy of redemption transactions
and payments in accordance with
redemption instructions received from
dealers, shareholders or Fund;
(6) The deposit daily in Fund's appropriate
special bank account of all checks and
payments received from dealers or
shareholders for investment in shares;
(7) The requiring of proper forms of
instructions, signatures and signature
guarantees and any necessary documents
supporting the legality of transfers,
redemptions and other shareholder
account transactions, all in conformance
with IFTC's present procedures with such
changes as may be required or approved
by Fund; and
(8) The maintenance of a current duplicate
set of Fund's essential records at a
secure distant location, in a form
available and usable forthwith in the
event of any breakdown or disaster
disrupting its main operation.
8. Indemnification.
A. IFTC will not be responsible for, and Fund will
hold harmless and indemnify IFTC from and
against any loss by or liability to the Fund or
a third party, including attorney's fees, in
connection with any claim or suit asserting any
such liability arising out of or attributable to
actions taken or omitted by IFTC pursuant to
this Agreement, unless IFTC has acted
negligently or in bad faith. The matters covered
by this indemnification include but are not
limited to those of Section 14 hereof.
Fund will be responsible for, and will have the
right to conduct or control the defense of any
litigation asserting liability against which
IFTC is indemnified hereunder. IFTC will not be
under any obligation to prosecute or defend any
action or suit in respect of the agency
relationship hereunder, which, in its opinion,
may involve it in expense or liability, unless
Fund will, as often as requested, furnish IFTC
with reasonable, satisfactory security and
indemnity against such expense or liability.
B. IFTC will hold harmless and indemnify Fund from
and against any loss or liability to IFTC or a
third party, including attorneys' fees, in
connection with any claim or suit asserting any
such liability arising out of IFTC's failure to
comply with the terms of this Agreement or out
of IFTC's negligence, willful misconduct, or bad
faith.
9. Certain Covenants of IFTC and Fund.
A. All requisite steps will be taken by Fund from
time to time when and as necessary to register
the Fund's shares for sale in all states in
which Fund's shares shall at the time be offered
for sale and require registration. If at any
time Fund will-receive notice of any stop order
or other proceeding in any such state affecting
such registration or the sale of Fund's shares,
or of any stop order or other proceeding under
the Federal securities laws affecting the sale
of Fund's shares, Fund will give prompt notice
thereof to IFTC.
B. IFTC hereby agrees to perform such transfer
agency functions as are set forth in Section
4.E. above and establish and maintain facilities
and procedures reasonably acceptable to Fund for
safekeeping of share certificates, check forms,
and facsimile signature imprinting devices, if
any; and for the preparation or use, and for
keeping account of, such certificates, forms and
devices, and to carry insurance as specified in
Exhibit B which will not be lowered without
notice to Fund.
C. To the extent required by Section 31 of the
Investment Company Act of 1940 as amended and
Rules thereunder, IF7C agrees that all records
maintained by IFTC relating to the services to
be performed by IFTC under this Agreement are
the property of Fund and will be preserved and
will be surrendered promptly to Fund on request.
D. IFTC agrees to furnish Fund semi-annual reports
of its financial condition, consisting of a
balance sheet, earnings statement and any other
financial information reasonably requested by
Fund. The annual financial statements will be
certified by IFTC's certified public
accountants.
E. IFTC represents and agrees that it will use its
best efforts to keep current on the trends of
the investment company industry relating to
shareholder services and will use its best
efforts to continue to modernize and improve its
system without additional cost to Fund.
F. IFTC will permit Fund and its authorized
representatives to make periodic inspections of
its operations at reasonable times during
business hours.
10. Recapitalization or Readjustment
In case of any recapitalization, readjustment or
other change in the capital structure of Fund or
any portfolio thereof requiring a change in the
form of share certificates, IFTC will issue or
register certificates in the new form in
exchange for, or in transfer of, the outstanding
certificates in the old form, upon receiving:
A. Written instructions from an officer of Fund;
B. Certified copy of the amendment to the
Declaration of Trust or other document effecting
the change;
C. Certified copy of the order or consent of each
governmental or regulatory authority required by
law to the issuance of the shares in the new
form, and an opinion of counsel that the order
or consent of no other government or regulatory
authority is required;
D. Specimens of the new certificates in the form
approved by the Board of Trustees of Fund, with
a certificate of the Secretary of Fund as to
such approval;
E. Opinion of counsel for Fund stating:
(1) The status of the shares of beneficial
interest of Fund in the new form under
the Securities Act of 1933, as amended
and any other applicable federal or
state statute; and
(2) That the issued shares in the new form
are, and all unissued shares will be,
when issued, validly issued, fully paid
and non-assessable.
11. Share Certificates
Fund will furnish IFTC with a sufficient supply of blank
certificates of shares of beneficial interest and from
time to time will renew such supply upon the request of
IFRC. Such certificates will be signed manually or by
facsimile signatures of the officers of Fund authorized
by law and by bylaws to sign share certificates, and if
required, will bear the Fund's seal or facsimile
thereof.
12. Death, Resignation or Removal of Signing Officer Fund
will file promptly with IFTC written notice of any
change in the officers authorized to sign share
certificates, written instructions or requests, together
with two signature cards bearing the specimen signature
of each newly authorized officer. In case any officer of
Fund who will have signed manually or whose facsimile
signature will have been affixed to blank share
certificates will die, resign, or be removed prior to
the issuance of such certificates, IFTC may issue or
register such share certificates as the share
certificates of Fund notwithstanding such death,
resignation, or removal, until specifically directed to
the contrary by Fund in writing. In the absence of such
direction, Fund will file promptly with IFTC such
approval, adoption, or ratification as may be required
by law.
13. Future Amendments of Declaration of Trust and Bylaws
Fund will promptly file with IFTC copies of all material
amendments to its Declaration of Trust or bylaws made
after the date of this Agreement.
14. Instructions, Opinion of Counsel and Signatures At any
time IFTC may apply to any officer of the Fund or any
person authorized by the Fund to give instructions to
IFTC for instructions, and may with the approval of a
Fund officer consult with legal counsel for Fund at the
expense of the Fund, or its own legal counsel at its own
expense, with respect to any matter arising in
connection with the agency and it will not be liable for
any action taken or omitted by it in good faith in
reliance upon such instructions or upon the opinion of
such counsel. IFTC will be protected in acting upon any
paper or document reasonably believed by it to be
genuine and to have been signed by the proper person or
persons and will not be held to have notice of any
change of authority of `any person, until receipt of
written notice thereof from Fund. It will also be
protected in recognizing share certificates which it
reasonably believes to bear the proper manual or
facsimile signatures of the officers of Fund, and the
proper countersignature of any former Transfer Agent or
Registrar, or of a Co-Transfer Agent or Co-Registrar.
15. Papers Subject to Approval of Counsel
The acceptance by IFTC of its appointment as Transfer
Agent and Dividend Disbursing Agent and all documents
filed in connection with such appointment and thereafter
in connection with the agencies, will be subject to the
approval of legal counsel for IFTC (which approval will
be not unreasonably withheld).
16. Certification of Documents The required copy of the
Declaration of Trust of Fund and copies of all
amendments thereto will be certified by the Secretary
(or other appropriate official) of the Commonwealth of
Massachusetts,,. and if such Declaration of Trust and
amendments are required by law to be also filed with a
county, city or other officer of official body, a
certificate of such filing will appear on the certified
copy submitted to IFTC. A copy of the order or consent
of each governmental or regulatory authority required by
law to the issuance of the shares will be certified by
the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all
amendments thereto, and copies of resolutions of the
Board of Trustees of Fund, will be certified by the
Secretary or an Assistant Secretary of Fund under the
Fund's seal.
17. Records
IFTC will maintain customary records in connection with
its agency, and particularly will maintain those records
required to be maintained pursuant to sub-paragraph (2)
(iv) of paragraph (b) of Rule 3la-1 under the Investment
Company Act of 1940, if any.
18. Disposition of Books, Records and Cancelled Certificates
IFTC will send periodically to Fund, or to where
designated by the Secretary or an Assistant Secretary of
Fund, all books, documents, and all records no longer
deemed needed for current purposes and share
certificates which have been cancelled in transfer or in
exchange, upon the understanding that such books,
documents, records, and share certificates will not be
destroyed by Fund without the consent of IFTC (which
consent will not be unreasonably withheld), but will be
safely stored for possible future reference.
19. Provisions Relating to IFTC as Transfer Agent
A. IFTC will make original issues of share certificates
upon written request of an officer of Fund and upon
being furnished with a certified copy of a resolution of
the Board of Trustees authorizing such original issue,
an opinion of counsel as outlined in paragraphs x.X. and
G. of this Agreement, any documents required by
paragraphs 5. or 10. of this Agreement, and necessary
funds for the payment of any original issue tax.
B. Before making any original issue of certificates Fund
will furnish IFTC with sufficient funds to pay all
required taxes on the original issue of shares of
beneficial interest, --if any. Fund will furnish IFTC
such evidence as may be required by IFTC to show the
actual value of the shares. If no taxes are payable IFTC
will be furnished with an opinion of outside counsel to
that effect.
C. Shares of beneficial interest will be transferred and
new certificates issued in transfer, or shares of
beneficial interest accepted for redemption and funds
remitted therefor, upon surrender of the old
certificates in form deemed by IFTC properly endorsed
for transfer or redemption accompanied by such documents
as IFTC may deem necessary to evidence that authority of
the person making the transfer or redemption, and
bearing satisfactory evidence of the payment of any
applicable transfer taxes. IFTC reserves the right to
refuse to transfer or redeem shares until it is
satisfied that the endorsement or signature on the
certificate or any other document is valid and genuine,
and for that purpose it may require a guaranty of
signature by a firm having membership in the New York
Stock Exchange, Midwest Stock Exchange, American Stock
Exchange Securities Corporation, Pacific Coast Stock
Exchange, or any other exchange acceptable to IFTC or by
a bank or trust company approved by it. IFTC also
reserves the right to refuse to transfer or redeem
shares until it is satisfied that the requested transfer
or redemption is legally authorized, and it will incur
no liability for the refusal in good faith to make
transfers or redemptions which, in its judgment, are
improper or unauthorized. IFTC may, in effecting
transfers or redemptions, rely upon Simplification Acts
or other statutes which protect it and Fund in not
requiring complete fiduciary documentation. In cases in
which IFTC is not directed or otherwise required to
maintain the consolidated records of shareholder's
accounts, IFTC will not be liable for any loss which may
arise by reason of not having such records, provided
that such loss could not have been prevented by the
exercise of ordinary diligence. IFTC will be under no
duty to use a greater degree of diligence by reason of
not having such records.
D. When mail is used for delivery of share certificates
IFTC will forward share certificates in "nonnegotiable"
form by first class or registered mail and share
certificates in `negotiable" form by registered mail,
all such mail deliveries to be covered while in transit
to the addressee by insurance arranged for by IFTC.
E. IFTC will issue and mail subscription warrants,
certificates representing dividends, exchanges or split
ups, or act as Conversion Agent upon receiving written
instructions from any officer of Fund and such other
documents as IFTC deems necessary.
F. IFTC will issue, transfer, and split up certificates and
will issue certificates representing full shares of
beneficial interest upon surrender of scrip certificates
aggregating one full share or more when presented to
IFTC for that purpose upon receiving written
instructions from an officer of Fund and such other
documents as IFTC may deem necessary.
G. IFTC may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or
otherwise wrongfully taken upon receiving instructions
from Fund and indemnity satisfactory to IFTC and Fund,
and may issue new certificates in exchange for, and upon
surrender of, mutilated certificates. Such instructions
from Fund will be in such form as will be approved by
the Board of Trustees of Fund and will be in accordance
with the provisions of law and the bylaws of Fund
governing such matter.
H. IFTC will supply a shareholder's list to Fund for its
shareholders' meetings, if any, upon receiving a request
from an officer of Fund. It will also supply lists at
such other times as may be requested by an officer of
Fund.
I. Upon receipt of written instructions of an officer of
Fund, IFTC will address and mail notices to
shareholders.
J. In case of any request or demand for the inspection of
the shareholder records of Fund or any other books in
the possession of IFTC, IFTC will endeavor to notify
Fund promptly and endeavor to secure instructions as to
permitting or refusing such inspection. IFTC reserves
the right, however, to exhibit the shareholder records
or other books to any person in case it is advised by
its counsel that it may be held responsible for the
failure to exhibit the shareholder records or other
books -to such person.
20. Provisions Relating to Dividend Disbursing Agency
A. IFTC will, at the expense of Fund, provide a special
form of check containing the imprint of any device or
other matter desired by Fund. Said checks must, however,
be of a form and size convenient for use by IFTC.
B. If Fund desires to include additional printed matter,
financial statements, etc., with the dividend checks,
the same will be furnished IFTC within a reasonable time
prior to the date of mailing of the dividend checks, at
the. expense of Fund.
C. If Fund desires its distributions mailed in any special
form of envelopes, sufficient supply of the same will be
furnished to IFTC but the size and form of said
envelopes will be subject to the approval of IFTC. If
stamped envelopes are used, they must be furnished by
Fund; or if postage stamps are to be affixed to the
envelopes, the stamps or the cash necessary for such
stamps must be furnished by Fund.
D. IFTC will maintain one or more deposit accounts as Agent
for Fund, into which the funds for payment of dividends,
distributions, redemptions or other disbursements
provided for hereunder will be deposited, and against
which checks will be drawn.
E. IFTC is authorized and directed to stop payment of
checks theretofore issued hereunder, but not presented
for payment, when the payees thereof allege either that
they have not received the checks or that such checks
have been mislaid, lost, stolen, destroyed or through no
fault of theirs, are otherwise beyond their control, and
cannot be produced by them for presentation and
collection, and, to issue and deliver duplicate checks
in replacement thereof.
21. Termination of Agreement.
A. This Agreement may be terminated by either party upon
receipt of sixty (60) days written notice from the other
party.
B. Fund, in addition to any other rights and remedies,
shall have the right to terminate this Agreement
forthwith upon the occurrence at any time of any of the
following events:
(1) Any interruption or cessation of operations by
IFTC--or its assigns which materially interferes
with the business operation of Fund;
(2) The bankruptcy of IFTC or its assigns or the
appointment of a receiver for IFTC or its
assigns;
(3) Any merger, consolidation or sale of
substantially all the assets of IFTC or its
assigns;
(4) The acquisition of a controlling interest in
IFTC or its assigns, by any broker, dealer,
investment adviser or investment company except
as may presently exist; or
(5) Failure by IFTC or its assigns , to perform its
duties in accordance with the Agreement, which
failure materially adversely affects the
business operations of Fund and which failure
continues for thirty (30) days after receipt of
written notice from Fund.
C. In the event of termination, Fund will promptly pay IFTC
all amounts due to IFTC hereunder.
D. Sections 8 and 9.C. will survive termination.
E. In the event of termination, IFTC will use its best
efforts to transfer the books and records of the Fund to
the sucessor transfer agent and to provide other
information relating to its services provided hereunder
for reasonable compensation therefore.
22. Assignment.
A. Neither this Agreement nor any rights or obligations
hereunder may be assigned by IFTC without the written
consent of Fund; provided, however, no assignment will
relieve IFTC of any of its obligations hereunder.
B. This Agreement will inure to the benefit of and be
binding upon the parties and their respective successors
and assigns.
23. Confidentiality.
A. IFTC agrees that, except as provided in the last
sentence of Section 19.J hereof, or as otherwise
required by law, IFTC will keep confidential all records
of and information in its possession relating to Fund or
its shareholders or shareholder accounts and will not
disclose the same to any person except at the request or
with the consent of Fund.
B. Fund agrees that, subject to Section 21.C. and except as
otherwise required by law, Fund will keep confidential
all financial statements and other financial records
(other than statements and records relating solely to
Fund's business dealings with IFTC) and all manuals,
systems and other technical information and data, not
publicly disclosed, relating to IFTC's operations and
programs furnished to it by IFTC pursuant to this
Agreement and will not disclose the same to any person
except at the request or with the consent of IFTC.
24. Survival of Representations and Warranties.
A. All representations and warranties by either party
herein contained will survive the execution and delivery
of this Agreement.
25. Miscellaneous.
A. This Agreement is executed and delivered in the State of
New York and shall be governed by the laws of said
state.
B. All the terms and provisions of this Agreement shall be
binding upon, inure to the benefit of, and be
enforceable by the respective successors and assigns of
the parties hereto.
C. No provisions of the Agreement may be amended or
modified, in any manner except by a written agreement
properly authorized and executed by both parties hereto.
D. The captions in this Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
E. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an
original but all of which together shall constitute one
and the same instrument.
F. If any part, term or provision of this Agreement is by
the courts held to be illegal, in conflict with any law.
or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and
the rights and obligations of the parties shall be
construed and enforced as if the Agreement did not
contain the particular part, term or provision held to
be illegal or invalid.
G. A copy of the Declaration of Trust of the Fund is on
file with the Secretary of the Commonwealth of
Massachusetts and notice is hereby given that the
Agreement has been executed on behalf of Fund by the
undersigned officer of Fund in his capacity as an
officer of Fund. The obligations of this Agreement shall
only be binding upon the assets and property of Fund and
shall not be binding upon any Trustee, officer or
shareholder of Fund individually.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST COMPANY
By:__________________________
Xxxxx X. Xxxxx, President
ATTEST:
_______________________________________
Xxxxxx X. Xxxxxxx, Assistant Secretary
PACIFIC INVESTMENT MANAGEMENT INSTITUTIONAL TRUST
By:__________________________________________________
Xxxxxxx X. Xxxxxxx, III, President
ATTEST:
___________________________
R. Xxxxxx Xxxxx, Secretary
